REVEALED:
The Legal Aspects
of Starting an STO

Discover how to make sure that your Security Token Offering is 100% compliant with laws and regulations - even if you have never launched one before.

Sto

An understandable guide of STO legal aspects

Whether you have been researching STOs for a long time, or you just started thinking about getting new types of funding recently, our aim is to give you a crash course into the legal aspects of STOs - without wasting hours of your time with miscellaneous details.

After going through this guide, you will be able to:

Choose

The perfect STO Type and Structure for your project

Know

Which Jurisdiction to use (and which ones to avoid)

Take care

Of the most important legal aspects to avoid potential fines

Architect

A three-part crowdfunding campaign to quickly acquire investors for your STO

Step One

Selecting an STO Type and a possible jurisdiction

This first step is critical and actually has a huge effect on everything that comes after it. And that Is because the security token type will determine the rights of investors, along with important details regarding dividend payments, ownership of the asset, share in the company, access to the services of the company, and other aspects.

Mostly, it’s a question of whether you want to tokenize shares (equity token) or a debt instrument (a bond-type token). Each one has its pros and cons, however, due to the fact that regulations have not really caught up with blockchain technology, there are several (regulatory) technicalities and nuances that come up when you actually go through the (regulatory) details of the offering itself. And this also depends on the jurisdiction where you want to launch the STO. We often use a bond-type token, and in this case, the bond can be structured in a way that the payments are tied to your company’s performance and revenue, meaning that you as an issuer will not have to pay fixed interest to your investors. In addition, bonds can also be convertible, which means that investors have the flexibility to convert the bond into a specified amount of company shares, even after 10 years.

Just keep in mind that regulations can be slightly different based on the jurisdiction of your STO. It is of importance to take into consideration the specific laws and regulations of the country where the STO shall take place.

Currently, possible STO jurisdictions include:

  • Estonia
  • Lithuania
  • Liechtenstein
  • UK

Step Two

Setting the business structure model and goal

After choosing an STO type and the jurisdiction for the Base Company, it is time to create a Special Purpose Vehicle (SPV)

These are basically structures through a separate entity which then also become an equity shareholder in the Base company (acting as the revenue entity). This “Token Model” unlocks the ability to offer your investors Equity Shares and Dividend Rights. Equity shares will be bound to the equity of the Base Company, and the dividends will be paid through the profits generated through the customer purchases in the Base Company. In essence, this means ROI for investors through the Security Token Model.

There are Two types of Security Tokens available:

Profit Share rights

The investment token grants only monetary rights, the payments to the token-holders are made based on revenue, not profit, and the payment scheme must be thought through very thoroughly.

Full pack – Equity and dividends

Equity Tokens grant token-holders monetary rights (right to profit distribution) and shareholders rights – e.g. participation in management and decision making

Our professional
project team is able to successfully
turn your vision into reality

We customize the legal structure for your business together with our legal parters

Step Three

TAKING CARE OF THE LEGAL PART

After the foundations are set, it’s time to take care of the legal aspects of launching an STO. Leveraging the EU “small offering exemption”, we approach this under the EU Regulation, and it involves 3 main rounds:
1

First round:
The initiation

This first “round” of the crowdfunding is held considering the limitations of this exemption, which includes but is not limited to a maximum of 150 people in each EU member state, and the total hardcap of 1-8 Million Euro depending on each EU member-state. The exemption means that there is no obligation to file a prospectus (sometimes called memorandum), but other documents will have to be prepared and filed with the regulatory body of the country where the financial product is aimed to be marketed.

2

Second round:
Investor life cycle

Is designed and built by our close legal partners, and operated closely with the customer, hand in hand with our compliance team to make sure the entire investor life-cycle and processes are complete. This includes everything from finding and onboarding investors, due diligence of the KYC and AML processes, the first investment, first revenue and profit share payments (dividends), and the reporting and growing of the investment sum of each investor through additional campaigns, always using the best practices of investor lifecycle management.

3

Third round:
Targeting investors

Third round of the offering is targeted at institutional and corporate investors. Together with our partners, we define and execute a private placement and an accredited investor strategy to attract major investments to the SPV. CPI arranges the full set up of all formalities, enabling STO customers to approach potential investors and promote the project under the given guidelines.

Step Four

EXECUTING A HIGHLY EFFECTIVE MARKETING STRATEGY TO CONVERT MORE INVESTORS

This final step is extremely important if you actually want to generate revenue with your STO
124%

AVERAGE YEARLY SALES INCREASE WITH YOUR CUSTOM MARKETING CAMPAIGNS

Due to the heavily-regulated marketing rules set by major advertising companies such as Google and Facebook for the crypto industry, running regular PPC ads is not an option.

Therefore, we use different marketing strategies, uniquely developed from scratch for each client but taking into consideration our vast experience from previous Software ICOs and STOs. For example, we heavily leverage the power of content marketing and a press-based approach. This means delivering insanely valuable content to educate potential investors and get them interested in the financial product.

To achieve this, we build a detailed marketing plan in which we outline the strategies for the entire communication process, in addition to setting exact goals, milestones, metrics, and KPIs.

The end result: a perpetual revenue-generating marketing engine that is able to supply the client with a steady flow of new customers so that they see a major ROI within just a few months.

What to learn more?

We've created an ultimate guide on raising money with security token offering

Find out more about every STO stage and the entire process of launching a security token offering in our STO Guide.
Download Guide

Confidently Launch Your STO & Unlock Access to a Worldwide Pool of Investors with Virtually Unlimited Funding Possibilities

Demand for STOs is rising at an incredible rate and companies are scrambling to understand all the complex legal implications. Here’s your chance to understand the subtle details and protect yourself from eventual complications. We’ve built this practical, no-nonsense guide for people just like you, regardless if you’re new to the topic or quite familiar with it.

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Disclaimer: This site does not contain any legal advice, its contents are not revised and approved by any legal professional or lawyer. This document is not complete and is only a personal opinion of various persons of our team consisting of administration, accounting, internal process management, financial department and business consulting. It is provided as a courtesy under the prospects of attracting new customers for our IT software, it was not written by a qualified legal advisor, this site should not be the basis of making important business decisions and the reader should always search for legal advise before taking legal and jurisdictional decisions for the business to be developed.